The Mattress Benefits
by Valori Kei
Summary: Stan, Kenny, and Kyle rent a new apartment just the three of them, and end up sharing a bed their first night. / Stylenny, threeway, everyone tops and everyone bottoms because why the heck not!


This was a super fun fic to write and I really hope you all enjoy it! For a heads up, everyone tops and everyone bottoms in this!

The three rent a new apartment together and end up sharing a mattress

* * *

"It's totally cool if we sleep in here with you, dude?" Stan grins, standing in just his boxer shorts and a tank top, his navy blue robe only loosely fastened by the waist band. Kenny grins from his PSP, already sitting cross-legged on Kyle's bed, their friend rummaging through his various boxes for a fresh set of pajamas.

"Yup! Can't believe the mattress truck fucked up the delivery time for your guys' beds, what shitty customer service. I'm gonna leave a bad review," Kyle scowls, Stan sitting on the edge of the bed to pull his socks off of his feet with a happy sigh.

"Don't let it get you down, dude. I'm just glad we finally get a place to ourselves, just us three!" Stan beams, Kenny flicking his gaze from Stan's look of peace to Kyle's flustered expression, at last finding one of his matching sleeping shirts and pants. He doesn't say anything as he strips in front of them, and Kenny wonders if Stan is watching as closely as he is as Kyle's creamy skin disappears as quickly as it appeared. He's already formed at least a dozen half-baked ideas about how to christen their new shared home, and he's suspecting Stan and Kyle might be willing to assist him with a little bit of encouragement.

"Hmph. Well. Not like I'm gonna make you guys sleep on the couch or the ground, not after a full day of moving boxes," Kyle continues with a light red tint to his cheeks, that haughty protective look that he always gets when he feels like he's doing some grand favor on his face, just like Kenny expected it would be. He loves Kyle for it, and loves the way he notices Kyle staring at Stan as he slips the edges of his robe off of his shoulders, the limp fabric pooling around his wrists after revealing his chiseled and attractive shoulders and collarbone. "I just want to be the one on the outside, okay?"

"I call wall side!" Kenny declares, thrusting his hand up into the air before Stan could even think of trying to claim it for himself. Blue and green eyes turn to him, and he grins in the pause that follows, Stan dropping his robe off the edge of the bed before crawling up next to Kenny.

"Guess I'm in the middle, then," he chuckles, gently elbowing Kenny in the ribs and earning a cheeky giggle from the blond. Kyle waits until they're both snuggled under the freshly washed sheets before picking his way through the mess of boxes on the floor of his room, smacking the lightswitch off and cracking the door before picking his way back. "Is there enough space for all of us?"

"Aw, I'm sure Kyle doesn't mind snuggling up to his two best bros, huh, Kyle?" Kenny teases, using the light from his PSP as a flashlight for Kyle. His friend rolls his eyes but settles on the mattress when Stan lifts the blanket aside for him. Kenny watches quietly as Stan lowers the edge of it over Kyle's shoulders, his severely inhibited friend just laying there like a log as his crush tucks him in with a tender fondness only Stan could pull off. "Hey, I'm gonna play a couple more levels, that cool with you guys?"

"Ugh. Whatever, just turn the brightness down," Kyle huffs and curls up onto his side with his back to them, Kenny glancing down at the shifting mounds under the blankets to see if he was bold enough to rub his ass up against Stan. As small as the bed was for three grown men, it looks like Kyle still managed to keep a little bubble of personal space between them. He turns his brightness down as requested, catching Stan smiling up at him with sleepy, soft eyes, just flat on his back.

"Night, dude," he yawns and closes his eyes, Kenny keeping an eye on them both as they start to fade away to sleep, a long day of physical labor getting the best of them. He smiles slightly to himself, admiring his two handsome buddies and thankful for their loyalty to each other. He loves them both more than most other wonders of the world, and to continue to be included in their game of cat-and-mouse puppy love fills his heart with mischievous joy.

[-]

Night must be almost half over by the time Kenny finally decides he's played enough, or rather, his PSP battery dies on him and he's left in the dark. At first he tries leaning over Stan and Kyle to put it away on the bedside table, but when he can't reach he opts to perch it on the windowsill instead. When he straightens he realizes Stan is watching him, his blue eyes just barely visible with what little light from the street filters in through the blinds. "Oops, sorry, did I wake you?" Kenny apologizes as he scoots himself lower, his legs brushing up against Stan's as he wiggles down. Stan yawns, the smallest of noises escaping his lips at the end of it.

"Nah," he whispers back as Kenny lays his head on his pillow, Stan's face just a few inches from his own. "Can't sleep."

"Something on your mind?" Kenny checks to be sure, but Stan just turns his lips up into a little smile and shrugs, looking like a handsome prince from a fairytale book when he closes his eyes again.

"Just nerves, probably," he reasons, Kenny watching his lips move with a certain amount of intrigue.

"Stressed?"

"Maybe," Stan repeats, and then shifts a little bit, Kyle mumbling something unintelligible in his sleep on Stan's other side. Stan and Kenny freeze up, but when Kyle doesn't seem to wake up they exhale simultaneously. Kenny watches Stan as he effortfully tries to get some sleep, a coy grin spreading on his face.

"Want some stress relief?" he offers, Stan's shut eyes opening in his next breath as he rolls his head over to look at Kenny. His eyebrows furrow, and Kenny just lays there waiting for Stan's inevitable consent. He licks his lips, and Kenny doesn't miss the way his eyes dart to their corners, and he knows Stan's thinking about Kyle just on his other side.

"What- like, right now?" he whispers, and it's a whisper more like he's afraid of being caught in the middle of a crime than a whisper to ensure Kyle continues to sleep uninterrupted. Kenny grins, sliding his hand across Stan's belly, his snaking arm just another little mound in the blankets. Stan's breath hitches when Kenny finds his target, and his chest stiffens as much as what Kenny grabs.

"Sure, why not?" Kenny teases, Stan shooting him a look of disbelief, and Kenny loves how seriously Stan still takes him after all their years of messing around together. Kenny loves Kyle, truly, but he loves Stan, too, and he has never been one to avoid expressing his love. He figures one day Kyle might appreciate all of the experience he's coached Stan through, when Kyle finally grows a pair and asks for a damn kiss from their mutual friend. Stan's chest begins to rise and fall normally again as Kenny strokes a thumb over the front of his boxers, and Kenny loves how responsive Stan is, no matter how often they do this together.

"But, Kyle-" Stan starts, but Kenny shushes him before he can make an embarrassing noise, smoothing his hand along Stan's familiar length, coaxing him to hardness with gentle pets and soothing caresses.

"Kyle won't know, as long as we're quiet," he informs Stan, who still looks fairly unsure about indulging in his secret guilty pleasure. "He's got one of those fancy mattresses, you know, the ones that don't transfer movement and stuff. As long as we're quiet, he won't know a thing," Kenny grins, watching and waiting for, ah, yes, the moment he sees Stan's hesitations crumble away in his eyes. Stan sucks in a breath and holds it, Kenny leaning his face into the dip between Stan's shoulder and neck, partially sprawled on him now as his hand slips into the slit in Stan's shorts. He pulls Stan out of his boxers, working him with a practiced hand as he brushes his shin up over Stan's, draping a leg over his and pressing close so Stan can feel how hard he's gotten just from fondling Stan under the blankets.

" _Kenny_ ," Stan chokes on his name, his voice a broken whisper of bliss as Kenny squeezes and massages him at a sensually slow pace, Stan laying perfectly still on his back. Kenny admires how hard he's trying not to moan, his lips stuck in a constant cycle of hanging open and being forced shut, tucked under a row of teeth as if that will stop the keening moans from low in his throat.

"Shh, Stan, c'mon," Kenny encourages in a low voice that always gets Stan going, Stan stifling another whimper as his hips raise to meet Kenny's hand. Kenny continues stroking him off, emboldened by those little gasps and whines, and eventually he can't help himself but to subtly hump Stan's leg, anything to relieve some of the heat pooling in his gut. Stan flushes a hot red, Kenny can feel the warmth of it even like this as his chest arches and then smoothes flat again, Kenny adoring the little body rolls Stan trembles through. "C'mon, Stan, that's it, come on-"

"Nhhmm…" Kyle mumbles from the edge of the bed, and instantly Kenny and Stan freeze up, Stan's gasp turning into a nervous squeak when they both remember their friend is right there. Stan seems ready to call it quits right then and there, but Kenny knows they're in too deep for him to want to stop, no matter what Stan would say.

"Is he still asleep?" Kenny whispers into Stan's ear, his friend shivering from both the ticklish feeling and the fear of getting caught as he rolls onto his side, his back to Kenny. Kenny smirks and snuggles up closer, and he can tell by the way Stan twitches that he definitely feels Kenny's cock prodding between his legs. Stan holds his breath for a few seconds, counting the time that passes between each inhale Kyle takes, the rhythm slow and peaceful.

"We're good," Stan sighs with relief, Kenny stopping him from rolling onto his back. Kenny loves the little noise of confusion Stan makes as he twists his head around to look at him, and Kenny catches the next of Stan's noises in his mouth as it's released into their deep kiss. Stan lets Kenny into his mouth, his tongue swirling around with his in a playful, eroitc dance. Kenny rolls his hips up a little bit more against Stan's ass, Stan breaking away at that. " _Kenny_ , dude-"

"I wanna put it in you, c'mon, Stan," Kenny growls quietly into his ear, Stan blushing and staring back at his honest confession, the edge of desperation in his voice mixing well with the arousing huskiness of it. He snakes an arm around Stan's torso, fondling his chest for a bit as he takes to pressing kisses down Stan's neck, Stan curling his back to press it against Kenny's chest with a moan. Kenny grins when Stan doesn't shove him away, sliding his hand down Stan's front to his boxers, struggling to push them off with only one hand available. Stan is trembling a bit now, the thrilling excitement over getting fucked in his best friend's new bed right next to said best friend starting to really get to him.

"Oh, God, are we really gonna do this?" Stan moans, but to Kenny it sounds more like a plea to 'Please hurry up and do this before I cum just from thinking about wanting to do this.'

"Hush up, Stanny boy," Kenny purrs into his ear, Stan making a wet noise as Kenny starts toying with his ass, two wiggling fingers working their way between his cheeks. Kenny wonders briefly if Stan's as hard and eager as he is, and as he strokes a finger along Stan's perineum he can't tell if that's Kyle's breath hitching or Stan's. "Gotta go slow if you don't want Kyle to know."

"Oh, _fuck,_ Kenny, I feel so dirty," Stan whimpers in a mortified whisper, Kenny giving Stan's arms the space they need to slip up and cover Stan's embarrassed face. Kenny eyes him carefully as he strokes that ticklish spot again, pushing his hand between Stan's quivering thighs to fondle his swollen balls as well, testing the waters in case this is Stan's way of telling him to stop.

"That's cuz you're a naughty boy, Stan," Kenny purrs into his ear, grinning ear to ear when Stan lets him do whatever he wants. Stan shivers in his grasp and wiggles backwards towards him with a soft hum, rubbing himself ever so delicately against Kenny in a way that makes him want to kick Kyle out entirely and save Stan all for himself.

" _I'm_ the naughty one? Dude, you- I gave it to you last week when we finished packing your room!" Stan reminds him in a hurried, indignant whisper, Kenny withholding a snort of amusement at his protest. He drags his tongue along Stan's shoulder towards his neck, flicking it against his sensitive skin until Stan groans lowly once more for him.

"You tryin' to tell me you haven't craved my dick since then?" he teases in a haughty, confident voice, Stan letting his head go limp against his pillow, completely opening himself to Kenny's persistent advances. Kenny loves watching the way Stan is trying to contain himself, trying so hard not to be noisy as Kenny goes back to stroking patient fingers across his entrance.

"I can't believe I'm gonna let you fuck me next to Kye while he's sleeping, oh-"

"And I can't believe you assholes aren't even going to use lube," Kyle makes his awareness known, and Stan yelps and shoves Kenny aside instantly as he sits up, giving Kyle all the space he needs to roll onto his back, scowling at the both of them. Kenny freezes up, staring at Kyle as Stan squawks some incoherent apology, struggling to clamber out from the middle of the bed.

"Oh. G'morning, Kyle," Kenny winks, Stan gasping and punching Kenny's arm roughly, and ow, fuck, okay, he didn't deserve _that_.

"What the hell are you doing?" Kyle spits at them angrily, Stan whipping his face around to Kenny with a desperate look for backup.

"Oh, fuck, Kye, d-dude, I can explain, really-" he panics, Kyle turning that pointed glare at him specifically now. Stan flaps circles with his hands as he tries to think of something to say, something to fill the silence with, something to make things right with his best friend. Kenny sits back, grinning to himself when he catches Kyle's gaze drop briefly to where Stan is still exposed.

"Oh, really? Then explain," Kyle scolds him, Stan wilting under his harsh tone. Kenny giggles, bringing Kyle's attention around to him now with a raised brow. Kyle sits up then fully, but Kenny knows better than to be intimidated by his mean look. It's all jealousy, anyway. But, Kenny has always been willing to share with Kyle, and he's glad to finally have an opportunity to. Kyle's expression sours more when Kenny just keeps smirking at his expense, and since Stan still can't form words for his explanation, Kyle redirects his anger again. "What's so fun-mph!"

Kenny wishes he could see the expression on Kyle's face when he presses in, Stan's startled "Kenny!" encouragement enough for him. Kyle's lips are soft, and taste vaguely of that chapstick he likes to use, and in his frozen moment Kenny laps up all the remaining flavor, moaning and pressing closer, draping his arms around Kyle's shoulders as he rubs up against him like a cat in heat. Kyle sputters when he collects himself a minute later, pushing Kenny off with a yelp.

"Wh-what the hell do you think you're doing?!" he shouts, his face a dark and flustered red, and his cute pink lips swollen from Kenny's sucking and nibbling. Stan is just staring at them now, mortified and still painfully aroused, and Kenny giggles as he slides a hand across Kyle's thigh, glad to see that Kyle doesn't immediately twitch away.

"You looked like you wanted to try, too. Go ahead Kyle, why don't you give Stan a kiss?" Kenny suggests, and it's Stan's turn to blush as Kyle's jaw drops.

" _What_?" they both ask, Kenny smirking and gently rubbing his thumb in circles over Kyle's clothed thigh.

"Trust me, it's fun. Stan's a real good kisser, you know. You should try him out, Kyle," Kenny insisted, Stan fumbling for words as he shifts his gaze between the two of them, not sure who to look at until Kyle slowly turns back around to him.

"You-" he starts, and then gets angry again. "You guys just- just _do_ this kind of stuff? Seriously? What the fuck, Stan?"

"I'm sorry, Kye, please don't be mad," Stan winces in on himself, his shoulders raised up to his ears as if that would defend him from Kyle's wrath. Kenny presses his hand warmly on Kyle's thigh again, leaning in and pecking his cheek to once again redirect that sharp gaze.

"It's really no big deal, dude."

"No big deal? Are you kidding me?" Kyle spits, giving Kenny another shove before flinging the blankets off of himself, slipping his legs over the side of the bed to get up. Stan yelps and reaches for him, managing to catch Kyle's wrist only for Kyle to rip it back out. "No! I can't believe this is fucking happening right now!"

"Kyle!" Stan gasps again, on his feet and trying to grab him once more, Kyle pushing and shoving at him with every attempt. Kenny sighs as he watches them struggle with each other, but he's quickly getting tired of the squabbling.

"How could you guys go behind my back like this?! And then to- to fucking do it while I'm _right there_? Gross!" Kyle snaps, Stan finally giving up on chasing after him, quick to withdraw back into himself. Kenny watches quietly, waiting for his moment again.

"W-we didn't mean it like that, Kyle, we were just- just having some fun, it wasn't-"

"Oh, so that's _fun_ , Stan?" Kyle rounds on him again and gets right up into his face, Stan stumbling back and almost colliding with the bed. Kenny smiles, sitting up on his knees to brace Stan in case he loses his balance.

"Yeah. It is, Kyle," he hums, Stan whipping his head over his shoulder to look back at his interruption, Kyle honing his gaze on him as well. Kenny wraps his arms up around Stan's hardly covered chest and holds him there, resting his chin on Stan's shoulder and just smiling across at Kyle. "Don't be so shy, we're all friends here. Come and join us?"

"Join you? Are you insane?" Kyle deadpans with a blank look, Stan trembling in Kenny's reassuring hold as Kenny leans in and presses a wet kiss to his jawline.

"Nope. I'm serious. You've never thought about being with either of us? Come on, dude. Be honest, we won't judge you. Join us."

"Kenny-" Stan whispers, afraid Kyle is going to kick them out for good with Kenny's sultry offer, the blond on his shoulder continuing to pepper little kisses up and down his neck. The silence stretches on as Kyle just watches them, Stan too nervous to do anything but stand there uselessly.

"You really _are_ insane, if you think that I-" Kyle begins and then tapers off when Stan makes a tiny noise in his throat, Kenny flicking his tongue against a particularly sensitive spot. He doesn't say anything further, so Kenny decides to get this show on the road, letting a hand slide down Stan's torso slowly, Kyle's gaze hooked on its descent as it travels lower, lower. "I-"

"Yeah? You really wanna miss out on this?" Kenny purrs, Stan's eyes fluttering shut as he's gripped again, Kyle's mouth hanging loosely as he just watches the lewd display of his best friends getting off together. Stan quivers and holds in another noise, though Kenny figures if he'd just let it out already the last of Kyle's hesitations would crumble away.

"You're insane," Kyle whispers again, but it's so quiet he may as well have said nothing at all, just staring blankly at them as if waiting for the world to finish ending around him. Kenny giggles against Stan's neck, slipping back and letting his hands come off, relishing in Stan's little gasp at the loss of contact. He gives them a moment to look at each other, to do that classic mind sync they always seemed capable of sharing, no words needed to convey what they really feel.

"It really does feel good, Kye," Stan promises quietly, Kyle's cheeks coloring again but Kyle doesn't move forward. Eventually Stan sits down on the edge of the bed, looking up at his best friend and nervously waiting for his approval. "I mean, Kenny makes it feel good. We could probably make you feel good, too?"

"Stan," Kyle gulps, frozen and staring, at a loss for words and actions. Stan glances back at Kenny, Kenny giving him a nod of encouragement to continue trying to persuade their ever stubborn friend. He sits back to enjoy the show, loving the way Kyle's expression wavers on the edge, so close to letting himself give in to temptation.

"What do you say, Kyle? Don't you wanna try it out?" Kenny whispers softly, and is pleasantly surprised when Kyle takes a shy step closer to Stan, the two locking gazes again.

"You're insane," Kyle repeats, pretty much the only thing he's able to say now as he sucks his pride up and lets it go, screwing his eyes shut as he crashes his face into Stan's. Stan, bless his good heart, doesn't move or flinch away at the kiss, Kyle rearing back almost as soon as they connect.

"Dude," Stan exhales in amazement, Kyle squirming and crossing his arms angrily, unable to meet his friend's eyes as he just stands there again. Kenny decides he looks extremely cute like this, stubborn to his final submission. Stan seems to have found the reassurance he needs, reaching out and gently catching Kyle by the elbow, drawing him in slow so as to not scare him away. "It's okay if you don't want to…"

"I didn't say that," Kyle snaps at him, but winces and looks guilty for raising his voice at Stan, especially when Stan is being so gentle with him now. Kenny folds his legs under himself and smiles as Stan tugs Kyle down for another kiss, this time making sure it's a good one that lasts a few breathless moments. Stan's other hand reaches up and cups Kyle's cheek, holding him steady and guiding him through the motions and coaxing him to open up.

"Told you he's good at it," Kenny hums when he hears Kyle make the first grunt of what may eventually transition to a moan, Stan's fluttery sigh soft and sweet when he finally lets Kyle go again. Kyle shoots Kenny a dirty look, but forgets about being angry when he pushes forward for another of Stan's kisses, leaning down and bracing his weight on his hands, pinning Stan to the edge of the bed. "You know, you don't have to stand while we do this."

"What?" Kyle winces when he comes up for air, Stan scooting back to sit more comfortably on the soft mattress, giving Kyle space to crawl up on top of him if he wants.

"Yeah dude, just relax, okay?" Stan encourages, and it's adorable watching the way Kyle just melts for him. Kenny decides he's had enough of being on the sidelines, touching Kyle's shoulder tenderly and stealing a kiss from him when he looks up.

"Glad you can see our side of things. Anyway, since you were so nice to remember, let me go get that lube you mentioned."

Kyle blushes and watches Kenny as he slips off the edge of the bed, humming as he picks his way out towards the hall and his own room. Stan glances back at Kyle, apologetic but happy all the same.

"Sorry-"

"You guys've done this before? A- a lot?" Kyle asks, struggling to mask the hurt in his voice. Stan's smile cringes, his tongue darting across his lips as he glances down at his lap.

"It kinda started in high school, I guess. Kenny was just kind of there for me, you know? If I got nervous or upset about something, we would- well, yeah. Help each other feel better, and stuff. It was kind of like a trade off, and-"

"Why didn't you ever tell me?" Kyle questions him again, hovering over Stan now as he crawls up onto the bed, straddling Stan's thighs and trying to ignore how watery his eyes felt. The best Stan can do is shrug, not having much of an answer for him. Kyle exhales when he knows he won't get an answer he'll like, glancing down at Stan's partially removed boxers. "You let him- ugh, I mean-"

"Put it in? Sometimes, yeah," Stan admits honestly, tucking his lower lip into his mouth when Kyle's head whips up to stare at him, the worst of his suspicions coming true. Stan shrugs once more, knowing there isn't any point in trying to deny it. "I've been in him too, it feels good, dude. We trade off. It's really not so scary if it's with someone you like."

"Like- do you _like_ Kenny like that?"

Stan pauses, blinking once, twice, staring back at his best friend. Kenny lingers around the door, not letting them know that he's listening in on their private moment. "I mean- I love Kenny, yeah. He's my best friend, dude," he admits with a slow nod, Kyle wincing and starting to retreat from him, only for Stan to put his hand around Kyle's slim waist, holding him steady. "But I love you just as much, Kye. Always. We're super best friends too, aren't we?"

"You love me?" Kyle's voice cracks while his heart soars, and he lets Stan pull him down on top of him with a breathy gasp. Stan hugs Kyle close to him with those strong arms Kyle has always admired, the two sharing another slow kiss.

"Absolutely, dude."

"Oh my god, that's so cute," Kenny giggles as he walks in, lube in hand and dorky grin on his face. Kyle jerks back from Stan, and the view of his ass in those tight pajamas is almost as adorable as Stan's happy smile from under him. Kenny prowls over to them, honestly glad when Kyle doesn't move off of Stan, looking almost as if he is going to try hoarding every inch of him for the evening. "Wanna know what's even cuter?"

"Huh? What?" Kyle blinks despite himself, Kenny using his thumb to flick the cap off the lube bottle.

"Stan with a finger up his ass."

"Dude!" Stan squawks under Kyle, and Kenny can't help the laugh at his expense. Kyle is beet red over him, Stan's hands swooping up to cover his face in embarrassment at the blunt observation. "You can't just say shit like that!"

"Whaaaat, it's the truth! Kyle, back me up here," Kenny winks, elbowing Kyle's side before pressing the bottle of lube in his hands. Kyle yelps and nearly drops the damn thing like some kind of alien baby, Kenny gladly making fun of the both of them to lighten the mood.

"I- I have no idea what he would look like, asshole!" Kyle shouts at him, Stan whining from behind his hands when Kenny laughs just a little bit louder. Kenny slides up behind Kyle then, taking a moment for himself to breathe in that comforting smell that just clings to Kyle's clothes, a scent that's so completely _Kyle_ that he wants to just bundle himself up in that sweet sweet smell. He hugs his ginger friend, Kyle tensing up in his grip and still holding the lube bottle.

"Then why don't I show you what he looks like, hm? Would you like that, baby?"

"Ugh, gross, don't call me baby," Kyle spits back at him with a growl, Stan taking a chance to peek out at them from between his fingers. Kenny gently pulls Kyle back off of Stan, but Stan's a little slow to understand what he's supposed to do.

"Come on, let's straighten out on the bed. You and me can finger Stan together, okay?" Kenny suggests, Kyle gawking at him and looking absolutely mortified at the very idea of doing something so scandalous to his best friend.

"Wh-wha-"

"Jesus, Kenny, you're such a perv," Stan finds his voice again, shimmying fully out from under Kyle and repositioning himself on the bed, fluffing the pillows first before laying down and fully stripping off his underwear. Kyle stares at his almost fully nude body, ogling Kenny's favorite part of him until Kenny encourages him to get between Stan's legs with him.

"Are you serious?" Kyle asks dumbly, although Kenny figures he already knows the answer and is still just putting up a fight for fighting's sake. He plucks to lube back from Kyle since it's clear he has no idea what he's doing with it, squirting the usual amount out onto his fingers.

"Come on, it's fun! Don't you wanna feel how tight he is?"

"Wh- what the hell would make you think I wanna feel that?!" he shouts back at Kenny, who just rolls his eyes and wiggles his fingers to make sure they're thoroughly coated and ready. Stan spreads his legs a little wider without needing to be prompted, one hand reaching down to hold himself, squeezing and keeping well away from Kenny's target.

"Dunno, maybe judging based on that hard on you've been trying to hide? Don't think I didn't see it, _baby_ ," Kenny winks, Kyle slamming both of his hands down over his crotch, and Kenny loves the way Stan's oblivious gaze flicks to the mentioned area to see if it was true. "Just admit it, Kyle, you'd _love_ to get to feel inside of Stan, huh? Or, are you maybe a bottom, too?"

"I'm not!" Kyle insists in a way that Kenny would interpret to mean he absolutely is, but he doesn't pursue the topic further, gladly letting Kyle snatch the bottle of lube back from him. Stan just laughs a ditsy little laugh at their antics, stroking himself calmly to keep the fire in his belly kindled and warm. Kenny admires how even with all this protesting Kyle squirts a generous amount of lube onto his hand, rubbing his fingers in it to get them ready.

"Yeah yeah, let's not keep Stan waiting any longer, 'kay? Ready for it?" Kenny checks, tickling around Stan's puckered hole until Stan nods for the go-ahead. Kenny turns to Kyle, smiling at him as he lets the first finger breach the entrance, Stan sucking in a breath. "The first one is normally pretty easy, especially if you've got someone relaxed and eager for you."

" _Kenny_ ," Stan warns him, but looks pleased all the same, his eyes fluttering shut at the pressing feeling, his breathing slow and even. Kyle's eyes rove up and down Stan's body, but he hesitates to move forward. Kenny gives him a little nudge with his elbow, making sure to rub the area around Stan's hole to spread the lube as needed.

"You don't have to walk me through it," Kyle grumbles bitterly, adjusting himself on his knees before he leans in, experimentally stroking his slicked fingers along Stan's thigh and pelvis, intrigued by his lightly trimmed pubic hair and overall responsiveness, as if even so close to the prize he has to find something else to distract himself from what he really wants. The strategy is clearly not working in his favor though, as Stan is a sight to see from any angle on any part of him.

Kenny pulls his finger back just enough so that Kyle can slide his own up along Kenny's, the two pushing back into Stan at the same time. Stan gasps and pumps himself quickly, his shoulders folded up a bit and his chest tight with each breath he manages to suck into his mouth. When he groans Kyle shivers next to Kenny, absolutely engrossed by his best friend as Kenny directs their fingers in and out at a gentle pace, slowly working the ring of muscle loose and open for them.

"Hey Kyle, when he's all ready, do you wanna fuck him first?" Kenny inquires with a coy little smile, and for the first time that evening Kyle's first reaction isn't to protest. In fact, he doesn't say anything at all, until he gently shoves Kenny aside with his shoulder, Kenny letting his finger slip out and get replaced by another of Kyle's.

"Let me have him," he commands in a sharp, determined voice, and although Kenny doesn't want to be kicked out entirely, he gives Kyle the space he requests.

He doesn't even listen in when Kyle lays himself over Stan, the two whispering to each other between Stan's trembling gasps, quiet confessions and apologies meant just for the two of them respected. He busies himself with stripping out of his sweatpants, whipping his shirt up over his head and only turning around when he hears Stan whisper ever so softly, "I'm ready."

"Want a bit more lube?" Kenny offers, Kyle squeaking in embarrassment when he turns around to find Kenny completely nude and stroking himself to the sight of them, large and absolutely in charge.

"H-holy fuck, _Kenny_ ," Kyle's appreciative gasp thoroughly strokes Kenny's ego, and it takes him a second to realize he ought to accept Kenny's offering quickly.

"Holy fuck yourself, Kyle," he purrs, glad that at some point Kyle had been pulled free from his pajamas. Kyle blushes when Kenny drags a tongue across his lips at the sight of him, but Stan's whimper seems more pressing at the moment. "You should fuck me next with that thing. You look like a real party."

"J-jeez, when the hell did both of my friends become such sluts?" Kyle scowls, but his tone is playful and lacks the bite from earlier. Stan chuckles under him, sitting up on one elbow so he could reach over and help Kyle lube himself, Kenny gladly watching Stan get Kyle ready for him.

"I'm not a slut, dude, I only do this with Kenny. And now you, I guess."

"We could make this a regular thing, Kyle. I bet you'd enjoy being in the 'Slutty Fuck Buddy' club with us," Kenny teases him eagerly, Kyle blushing and grumbling up a weak-willed protest as he bat Stan's hand aside. He got into position, Stan abandoning his own cock in favor of holding his legs apart, his hands tucked just behind his knees to keep himself spread for Kyle.

"Shut up, just let me enjoy him," Kyle huffs, Kenny following his order more so he could hear that shocked little gasp when Kyle pushes the head of himself into Stan than because Kenny wants to be quiet about his bountiful amount of lovely ideas to share with his friends.

"Yeah dude, just like that," Stan encourages softly, his eyelids fluttering and threatening to close despite Stan wanting to see more of that look on Kyle's face, that completely undone, unleashed look… Kyle is slow to push in, a regretful side effect of being a virgin, but Kenny loves Stan for picking up the slack and wiggling himself lower on Kyle's length, grunting as he adjusts to get comfortable. "Right there- oh, Kyle, right there's good, yeah…"

"Tight, isn't he?" Kenny purrs, rubbing himself as he slid up next to Kyle, who is bent over Stan and panting as he struggles to hold still and adjust to what is likely the most enthralling pleasure he has ever felt in his life. Kyle manages to nod dumbly, his head drooping as tingles shivered up and down the whole length of his body.

"I wanna feel inside you after this, Kyle," Stan confesses, sloping his hands down Kyle's back to rest at the sloping curve of that tight, tight, ass, Kenny smirking at the way Kyle's hips twitch forward of their own accord.

"I-I dunno, _fuck_ , oh God, _Stan_ -" Kyle whimpers and nervously rocks his hips in a tiny little roll, Stan sighing breathily at the welcomed movement. His friend smiles up at Kyle, but Kenny clearly doesn't want to be left out after being so patient with giving them their moment.

"Don't forget about me, guys, considering I'm the one who got this fuck-fest started," he huffs, Stan laughing at both his huffy reminder and Kyle's scandalized look. Stan reaches out to Kenny, grabbing him by the dick and pulling him closer.

"We'd never- oh, fuck, Kyle, _there_ \- w-we'd never leave you out, Kenny- how 'bout I fuck you after, and you can fuck Kyle?"

"Who says I'm getting fucked?" Kyle growls irritably, and Kenny thinks it's pretty cute the way he's still jealous and snappy over having to share Stan after all this. Kenny laughs, pecking a sweet kiss to Kyle's cheek to ease his tension.

"Fine. Then let's flip Stan over so I can have some dick, too," Kenny suggests, Stan chuckling when Kyle still doesn't look very convinced that they are going to leave his ass alone.

"It's only fair," Stan stops Kyle before Kyle can tell them off about how he's going to enjoy having Stan to himself first.

"You assholes talk too much, no wonder you woke me up," he grumbles but relinquishes his control over Stan, holding himself in his hands as he waits for Stan to flip over onto his knees. Kenny eagerly flops onto his back as the true bottom, spreading his legs wide and taking only half a second to prep himself with some lube, too impatient to get the show on the road to do as thorough of a preparation as Stan had done.

"Is that going to be enough?" Stan blinks in surprise when Kenny pulls his fingers out of himself, instead holding himself open with both hands for Stan, grinning over Stan's shoulder at where Kyle is peeking around at him.

"Yup. Go for it, you know I like it when it hurts a little," he winks and spreads his hole a little wider, secretly appreciating when Stan at least had the courtesy to lube himself up as well, first. Kyle licks his lips as he watches Stan sigh into his own hand, and Kenny loves Kyle for being so good and patient even though he finally had his first real helping of his crush. "Come on, big boy, put that dick in me, yeah, get it in there-"

"Jeez, _Kenny_ ," Stan chuckles but does as he's told, ever obedient and glad to relish in his body. Despite all of his bravado, it hurts a little more than a little when he starts to push inside, but Kenny knows in the end Stan will always be gentle with him. "Nghh-"

"And here I thought you wanted to put it in Stan, Ken," Kyle comments in a lightly mocking tone, putting a hand on Stan's hip to tip him over Kenny's chest. Stan's soft gasp sounds like music to Kenny, and he arches when Kyle's directing of Stan's body makes the dick in him slide just a little bit deeper in. "Too bad for you, I get him now."

"Oooh, you just jealous I got to have that ass first? You may get to have him now, but I'll always have his V-card under my belt," Kenny grins cockily from under Stan, Kyle glaring angrily at him for the reminder. Stan starts to say something before Kyle grips the back of his neck and pushes him down into Kenny's chest, earning a little yelp.

"You better watch your tone, or I'm keeping Stan for myself," Kyle sneers back at him, Stan blushing as he is caught between the two of them. "And I won't let you even finger that slutty hole of yours, so-"

"Jesus, Kye, ease up a little there!" Stan yelps, interrupting the dirty talk with a squeak in his voice. Kyle pulls back a bit in surprise, fumbling over himself as he immediately loses his train of thought. Kenny grins and pecks a kiss to Stan's cheek when he turns his head over to look at Kyle. "We're all sharing here, don't be mean to Kenny. He wants you too, you know. We've talked about it before."

"Wh-what?" Kyle blinks, shocked that he could be even more surprised after everything that's happened so far. Kenny blushes and has half a mind to punch Stan in the arm for spilling the beans to Kyle, but he knows better than to deny the truth.

"Yeah dude, we both love you a lot- Kenny's actually wanted to invite you a couple times before, I- I just wasn't sure how you'd react. Don't be mean to him, okay?"

"Kenny- is that true?" Kyle blushes, and Kenny decides to appreciate his guilty expression for all of half a second before wiggling on Stan's dick.

"Can we talk about this later? There's literally a cock shoved up my ass and as much as I wanna talk about our feelings and crap, I'd also really love to stop getting blue-balled," Kenny chuckles, making both of his partners snap back to attention. Kyle fumbles behind Stan to get a fresh coat of lube on himself since the air has already made it dry up a bit, Stan giving Kenny an apologetic thrust or two to fill the gap until Kyle is ready again. "Yeah, that's better, ngh, yeah, get that dick deep in me, Stan, yeah-"

" _Kenny_ ," Stan sighs his name so softly, so beautifully, as if his is the most precious name in the universe, and he's just starting to build a pace when Kyle interrupts.

"Ass up, Stan," he commands despite his gentle tone, and Stan lays himself down on Kenny tenderly, Kenny's legs spread as wide as he can get them so that Stan can have his parted as well. It's so cute, Kenny thinks, the way Stan listens so attentively to Kyle, and he can tell Kyle appreciates that obedient streak in their mutual friend just as much as he does. His dick twitches while sandwiched in the warmth between his body and Stan's, and he hugs Stan tenderly when that breathy exhale of warm air ghosts over his neck when Kyle starts to add himself back in the mix.

"Oh, ohhhh-" Stan moans weakly as Kyle eases his way back inside, the gentle rock of the motion tipping Stan just a little bit deeper into Kenny at the same time. Kenny loves the way Kyle grips one hand to Stan's shoulder, squeezing him tightly for more control, using it to help him push and pull Stan on him better. Every little movement from Kyle transfers wonderfully through Stan and to Kenny, and as Kenny arches and clenches for Stan, it's like he has Kyle in him, too.

"Fuck yeah, this is every wet dream of mine come true, yeah, go faster Kyle, come on, let's drive him wild," Kenny grins over Stan's shoulder at Kyle, who frowns but also seems intrigued by the idea of pushing Stan to his limits and beyond. Stan grunts with effort, jerking himself forward into Kenny when Kyle's next thrust jostles into him. "Hey Kyle, you gonna cum in his ass or what?"

"F-fucking hell, Kenny, I-" Kyle shudders behind Stan, who groans lowly and finally succumbs to the pleasure, flopping uselessly onto Kenny to let Kyle have complete control over him. Kenny smiles and wraps his arms up around Stan's back, doing his best to work himself on Stan as Kyle's pace stutters behind him, rapidly coming undone as that telltale spasm finally wracks through him. Stan squeaks ever so softly in Kenny's ear and Kenny hushes him tenderly as they wait for Kyle to shakily pull back, his face on fire as he stares at the mess he's made. "Oh God, Stan, I'm so sorry, I should've, uh, fuck-"

"It's okay," Stan reassures him with a breathy, gentle laugh, craning his head around to try seeing for himself. Kenny shudders as Stan moves in him even unintentionally, and he takes a minute to drag his hands down Stan's buff arms.

"God, that's hot as fuck. Ngh-" Kenny gasps when Stan's hips buck forward, grinding up against him. "H-hey, cool idea coming your way. Ready for it?"

"What's that?" Kyle asks in an adorably cracked voice, Stan pausing as he's slightly pulled back, the tip of his cock keeping Kenny speared open. He grins, clenching his stomach muscles tight for a moment before easing up off of Stan.

"I wanna eat your cum out of Stan's ass while you fuck me," Kenny smiles a charming, happy smile after finishing his blunt statement, his two friends staring at him with expressions akin to horror.

"Gross, dude!" Kyle is the first one to shriek, covering his face in embarrassment as Stan shakily sits down, quivering and looking mildly unsettled at the slick feeling between his legs. Kenny just keeps smiling, even picks under a fingernail for a minute before patting a hand to Stan's thigh. "Ugh! Ew ew ew, you'd put your mouth- an-and then do that- gross! Ew!"

"Fuckin' relax, Kyle," Kenny rolls his eyes, leaning over and giving Stan a happy kiss, honestly loving how easy Kyle is to tease. Kyle stutters up another protest, but it's too incoherently disgusted to make sense. "You've never even tasted cum. It's really not _that_ bad. Chill."

"Not that- are you _kidding_ me?" Kyle whines, shaking his head and looking a bit sick. Kenny realizes this, and knows he ought to back track before Kyle freaks out on them for real. Stan shivers when Kenny pulls away from him, still hard and looking a little bit dazed.

"Relax, I won't make you do it if you don't want to," he hums, and he can tell the phrasing of it is enough to confuse Kyle for just long enough.

"What?"

"Fuck me. You don't have to if you don't want to," Kenny clarifies, leaving the ass-eating alone for another time. Stan chuckles, patting Kenny's shoulder for a chance to interrupt.

"Dude, he just came, give Kye a break. He's new at this," Stan reminds him, and even though Kenny knew that he's glad Stan is watching out for their friend. Kyle is blushing madly, but stops shaking as hard when Stan leans over and gives his cheek a kiss. "We don't wanna wear him out. Why don't we just finish each other?"

"Mm, sounds good to me," Kenny laughs, setting aside his kinks for a moment to give Stan some relief. They both have been hard for so long, it probably wouldn't take too much longer to finish up. They kiss when Stan pulls away from Kyle, and Kenny shivers as Kyle's fidgety gaze lands on him. No way, he isn't still jealous over sharing Stan, is he? After all of this?

"I want to help," Kyle suddenly blurts out, taking Kenny aback enough to separate from Stan. Kyle's gaze is lowered and stays there, and it takes Kenny a shocked breath to realize he's staring at their dicks. "I-I didn't get Stan off when I was-… so let me help."

"I'm game," Stan instantly agrees, bless his horny little heart, and Kenny smirks as another idea flashes through his overactive mind.

"Cool. Wanna do us at the same time?" Kenny challenges Kyle with a sneaky grin, scooting back against the pillows and pulling Stan along to sit next to him, leaving Kyle on his knees facing the both of them. He can practically feel Kyle swallow, or maybe that's just his own eager gulp, but Kyle is nodding and crawling up towards them then. "Hope you're ambidextrous."

"Ugh," is all Kyle grumbles, but after he licks his lips briefly, he wraps a hand around each of them and gives an experimental pump. Stan instantly melts into the pillows with a breathy moan, rolling his hips up to meet Kyle's unsure hand. Kenny smiles, wishing Kyle would look at him the same way he's looking at Stan right now, but decides to enjoy himself all the same.

Stan makes another noise in his throat that sends Kyle's hands working faster, and mm, it feels good being in Kyle's hand. Their ginger friend worked them as quickly as he could, his thin frame shifting back and forth in time with his hands as he beat them off, Kenny loving that determined look on Kyle's blushing face as if this were some kind of test he's been studying all month for. Stan bucks and whimpers again, rolling his face against Kenny's shoulder as his breathing becomes more and more ragged. "I-I'm close," he confesses, and his breathy voice combined with Kyle's speed picking up again makes Kenny feel much the same way. "Oh, fuck, _Kyle-"_

And then the absolute unthinkable happens. Kyle lets go of Stan and squeezes Kenny's cock roughly, bending down and swallowing Kenny right into his mouth. Stan lets out a strangled noise of shock when his orgasm fleets away from him, Kenny's whole body flinching with surprise as pleasure skyrockets through him.

"Holy shit-!" he starts to yelp before a hand instantly drops into Kyle's curls, holding him steady so Kyle won't get overzealous and accidentally use teeth. Stan gasps breathily next to him as Kyle moans around Kenny, clearly on the brink of choking but refusing to come off. "Kyle-"

"Careful, dude, Jesus-" Stan shudders as he watches Kyle struggle to bob his head, Kenny using every ounce of willpower not to fuck Kyle's mouth. Stan is petting Kyle's curly hair as well, sweaty-palmed and trembling as he stares at his best friend. Kenny ruts up despite himself and Kyle gags around him, miraculously keeping his wet mouth stretched wide and waiting, just needing one more swallow and-

"Ack-!" Kenny yelps as his orgasm rips through him, his knuckles white in Kyle's red hair as he spills himself into Kyle's throat. Kyle grunts in protest and manages to pull back towards the end of Kenny's overwhelming climax, the last spurts of it painting Kyle's lips a lewdly creamy color. Stand and Kenny both are completely speechless as Kyle sits up straighter, frowning at Kenny with an otherwise unreadable expression before his tongue swipes around his mouth.

"Ugh. Liar. It totally does taste gross," he huffs, taking the back of his wrist and smearing the rest of Kenny's cum across his cheeks. Stan's silence ends with a startled laugh of amazement, as if he can't believe what he just witnessed, but Kenny is too stuck on Kyle's smug look to remember that Kyle's crush is sitting right next to him.

"Dude," Stan manages another laugh, grinning at Kenny's floored expression as his hand finds himself. Kyle starts to turn towards Stan but Kenny catches him by the hair again, yanking him in for a kiss and eagerly tasting himself in Kyle's mouth. Kyle jerks but doesn't pull all the way away, and maybe he's embarrassed about tasting like cum but it's never bothered Kenny before and it certainly doesn't bother him now.

"We still haven't gotten Stan off," Kenny reminds Kyle with a smirk, their faces separated by just a breath. Kyle looks to his best friend then, and Stan winces under the pressure of both of their gazes.

"Oh, it's fine, dude, I can finish up myself-" Stan hurries to explain with a blush, but the fact he takes his hand off of himself indicates he's open to the idea of being taken care of by his two friends. Kyle shushes him, and pushes on Stan's shoulders to flatten him back to the bed, taking a moment to straddle Stan's hips.

"Shut up, I'm doing this," Kyle reprimands him and squashes their faces together for a rough kiss, and Kenny wonders if Stan can taste him in Kyle's mouth, too. Kyle reaches behind himself and fumbles for Stan's cock, finding it and giving it an experimental squeeze until Stan gasps into his mouth. "I'm gonna get you off, Stan, and no one is going to stop me."

"Hot," Kenny comments as he reclines next to them, watching Stan arch and writhe in Kyle's grip again. He's still close, can see it in his face, and is glad that he will get to watch this moment unfold between them. Kyle shoots Kenny a glance, sitting up high on Stan's chest still, and Kenny can't decide if he likes the way Kyle looks so confident now with a cock in his hands more than his earlier pouty faces at trying to touch a butthole.

" _Kyle_ ," Stan moans breathily, as if he's in a comfortable trance, his gaze so soft and adoring as he looks up at his best friend, and a hand finds Kyle's hip. Kyle grunts and presses himself into Stan's hand, his back arched as he's still reaching behind himself for Stan's cock, stroking and loving him tenderly.

"You fucks better include me in everything you do from now on," Kyle curses them threateningly, and despite how adorable Kyle looks with his legs spread around Stan and his hand on his friend's weeping dick, Kenny knows he's serious. "If I find out either one of you is getting off without my permission, you're gonna fucking regret it."

"Oooh, possessive much?" Kenny teases, but he loves Kyle all the same and sits up, kissing him tenderly as Stan clenches up. Kyle turns to Kenny and winds a hand into his hair, gripping him firmly as he forcibly makes out with him, Stan shuddering and groaning under them both.

"Yeah. You're both mine now, got it?" Kyle huffs, and despite his angry tone there's a desperate pang in it, and Kenny knows it's the impending fear of finally having something only for it to be ripped away from him.

"That sounds- ngh, ah, great, Kye," Stan smiles, his eyes barely open as he bucks, and he's close, so so close-

"I think I want to belong to both of you," Kenny chips his two cents in, and he's glad to see the reaction his words have on Kyle's body, his cock starting to get hard again. Kyle looks pleased now, and even more so when Kenny reaches down to cradle him in his hands, stroking him back to life as Stan pants deliriously under him. "I want to share everything with you guys. You're my best friends, you got that? Let's not hide anything from each other. Promise?"

"You're making it really hard t-to focus on cumming, dude," Stan complains but is all smiles even still, rolling his cheek against the pillow and struggling to keep his eyes open, wanting to look at his two best friends as he cums. Kyle squeezes him through it, Stan's cracked gasp of bliss like music made just for the both of them, and Kenny loves getting to hear it too.

"That's good, Stan," Kyle praises as Stan finally winds down, panting and shivering, making soft keening noises low in his throat as he's milked for all he's worth. Kenny gives Kyle another gentle squeeze of his own, pressing up close to mouth wet kisses along Kyle's neck. "Ah-"

"Hey, Kyle, you want another round?" Kenny purrs against his warm and tingly flesh, and can practically feel the way Kyle's blush melts across his face. Kyle grunts, smearing his hand against the sheets for a moment to sort of clean up, his thighs quivering as Kenny continues to pump him.

"Clearly," he grumbles, and Stan snorts slightly under him as well. Kenny smiles a little wider and pulls Kyle off of Stan, wrapping him up in his lap and constantly kissing his face. Kyle squirms but doesn't resist or move away from the excessive affection, Stan rolling over on his side with a dreamy sigh to watch Kenny fondle Kyle.

"I know it's not _really_ your thing and all, but you've been so good about trying new stuff tonight that I figured maybe I should at least offer," Kenny begins with a sly lilt in his voice, Stan laughing at Kyle's expense when his expression twists up.

"Get on with it, Ken," Kyle grumbles, but lets his head flop back against Kenny's shoulder, exposing that beautifully pale and sloping neck of his. Kenny giggles and continues to toy with Kyle's cock, teasing him and gently coaxing his thighs apart with his free hand.

"Want to try getting fingered? Just a finger. Trust me, once you really feel your prostate, you'll understand why Stan and I like dicking each other so much," he hurriedly offers before Kyle can protest completely, Stan stifling his giggles as best he could at Kenny's ridiculous explanation. Kyle turns over his shoulder and frowns at Kenny, but he's still in his lap and still hard in his hand, and…

"Ugh. You just want to touch my butt," he huffs, and it isn't exactly a no, so Kenny plants another wet kiss to Kyle's cheek, smirking.

"Of course I do. I mean, have you _seen_ your ass? Absolute perfection."

Kyle blushes and grumbles another protest, giving Kenny's shoulder an indignant little shove, but he doesn't protest, and even seems to weigh the pros and cons of letting his best friend put something up there. Stan's holding his breath, Kenny can see him from around Kyle's shoulder, and thinks it's so cute that he wants to encourage him as well but can't out of lingering fears.

"Ugh. _Ugh_ ," Kyle groans, and for a moment it looks like the cons of his internal debate are winning before his shoulders deflate and a long breath seethes out through his teeth. "Fine."

Stan is the first to blink, but Kenny isn't far behind, the both of them exchanging shocked looks as if Kyle has just sprouting wings and started speaking in tongues. "Wait, really?" Stan gasps, sitting up from the mattress while keeping semi-reclined, trying to stare into Kyle's avoidant eyes to see if he is just playing with them and getting their hopes up. Kyle grumbles something low under his breath, huffing and looking away quickly, but Kenny's already sending his hands down lower.

"You won't regret it, trust me," he promises with a cheeky, triumphant grin, hugging Kyle close to his chest as he leans back, making Kyle open up with him. Stan looks a bit hesitant as if he still doesn't truly think Kyle agreed to this just now, but he does his part to help out by grabbing their bottle of lube.

"Here," he nods as he squirts a glop out on Kenny's waiting hand, Kyle sucking in an audible gasp as he watches it pile up. He makes a little noise and hides his face against Kenny's shoulder, stiff and tense but still trembling with excitement.

"Just relax, it'll only be a finger," Kenny soothes him in a husky whisper, Kyle grunting up another meek noise. Stan sits back to watch the show, and Kenny slowly reaches down between Kyle's legs, taking his time to really savor the build up as Kyle's breath constricts in his chest.

"Ah-" he squeaks ever so quietly when Kenny's finger tickles just briefly across his entrance, Kenny able to feel the strong shudder that wracks up Kyle's spine as he prods the tight ring of muscle. Stan makes himself useful by putting a hand on Kyle's knee and stroking a circle into it with his thumb, humming softly and soothingly for Kyle to calm him down.

"Relax," Kenny murmurs to him again, making sure he's spread the excess slick around Kyle's hole before slowly teasing it open with the pad of his finger, hardly pushing his finger in up to the nail before stopping. Kyle shuddered, his thighs quivering even under Stan's hand, his knees jerking and threatening to close.

"Ugh. Gross…" he mumbles softly to himself, but the way he's looking down at himself and at Kenny's curled hand disappearing between his legs betrays his excitement, and that cute pink tongue that had lapped up Kenny's cum just a few minutes before darts out of his mouth again.

"Is that okay, Kyle?" Stan asks with a sweetly concerned voice, taking a moment to sit between Kyle's legs for a better angle on his friend. Kenny kisses Kyle's cheek one more time before wiggling his finger in deeper, feeling Kyle's hole stretch to fit him and feeling the gasp that fills his chest at the same time.

"Y-yeah, that's- ugh, it's fine, I'm fine," Kyle insists and screws his eyes shut tight, twitching and adjusting his hips to find a more comfortable way to sit on Kenny's finger, and Kenny loves that he's so willing to try this and so eager to open himself up to them. Stan smiles and leans over as well, giving Kyle a kiss and earning a small grunt. "Can you- ugh, get my chapstick off the table for me?"

"Sure dude, gimme a sec," Stan nods and moves away, leaning over and fetching the small tube at Kyle's request. Kenny recognizes that Kyle's trying to find ways to keep himself distracted from the intrusion, but that playful side of him doesn't want Kyle to do it so easily. He curls his finger and pushes it a little deeper, Kyle yelping in his lap and smacking his legs shut at the startling feeling.

"H-hey!" he shouts before hurriedly quieting down, and it's so cute that even after all they've done that night Kyle would have the audacity to worry about the neighbors hearing him shriek. Kenny smirks across at Stan when he holds out Kyle's chapstick, the ginger shakily reaching for it and popping the cap off. He drags it across his lips hurriedly, Kenny grinning a little wider as he watches Stan's gaze track the motion.

"Just a sec, baby, let me find your sweet spot," Kenny chuckles into Kyle's ear and feels it heat up with a renewed blush, Kyle grumbling another protest that quickly turned into a startled moan as Kenny wiggled his finger inside again.

"I told you not to- call me that," Kyle reminds and caps his chapstick off, gripping it tightly in his hand for relief as Kenny continues to prod inside of him. Stan smiles sympathetically at Kyle and reaches down, picking up Kyle's neglected cock and stroking it gently. Kyle tosses his head back and shuts his eyes even tighter, his eyebrows furrowed and body trembling. "O-oh God, _Stan_!"

"Should be right around-" Kenny starts to mumble before Kyle shrieks in his arms, his whole body spasming violently as the jolt of pleasure shocks through him. He's so floored by the sensation of being tickled there that he can't even breathe, his eyes blown wide and his head far back. Stan looks startled but pumps Kyle's cock again, the ending of Kyle's scream tapering off into a strangled mewl. Kenny smiles, brushing his finger against that bundle of nerves again and earning another pathetically aroused exclamation from his friend. "-there."

"O-oh, oh, fuck," Kyle's moans spill out of his mouth as his friends team up on him, Stan fisting his cock and Kenny fingering his prostate in tandem. Kyle drops his chapstick and grabs tightly onto Stan's shoulders for leverage, his curled back pressed up against Kenny's chest as Kenny pushes his finger in just a little deeper. Kyle curses breathlessly, the sound working back up into another shout of ecstasy as his hips jerk forward into Stan's hand and back onto Kenny, caught in the push and pull of his friends. " _Fuck-"_

"You wanna cum?" Stan asks him softly, sweetly, kissing Kyle's freshly flavored lips and sighing into the minty taste, Kyle's hands squeezing him tighter.

"Y-yes, oh fuck, yes, I wanna-"

"Do it, Kyle, come on," Kenny groans lowly in his ear as Kyle edges closer, closer, his gasps getting louder and louder under breaking off into a silent shout, Kyle shuddering through his second orgasm of the evening. Kenny stills his finger in Kyle's ass to let him ride it out, Stan moaning quietly at the lewd face Kyle is pulling in front of him.

"- oh," Kyle's voice returns to him and he sags backwards against Kenny, panting heavily and struggling to keep his eyes open as he goes limp. Stan pulls his hand away and inspects the mess, pausing before slipping off of the bed and picking his way amongst the boxes towards the hall. Kenny cradles Kyle tenderly in his arms as the hallway bathroom light flicks on, off, and then Stan is back, a damp washcloth in his hands. Kyle hums sleepily when Stan bends to him and kisses just the tip of his softening cock before swiping the cloth over him, cleaning him up before handing it over to Kenny.

Kenny lays Kyle out on the bed next to him and helps tidy up as well, nodding his acknowledgement when Stan whispers about going to shower off. He drops the rag somewhere on the floor to be dealt with later, pulling the sheets up over Kyle when he mumbles something.

"You did great," Kenny praises him, but Kyle looks too exhausted to keep his eyes open, and Kenny stays up over him until Stan pads back over to him, freshly dried off aside from his still-dripping hair.

"We should get some rest," he whispers to Kenny before snuggling under the covers on Kyle's other side, Kenny smiling at him as he laid down to sandwich Kyle as well.

[-]

Kenny opens his eyes to the sound of quiet whispers, and it takes a moment for the world and all his other senses to flood back to him. He's warm, snuggled up against a hot body in a tight bundle of blankets, and he feels like he hasn't slept that well in years.

"I'm sure he meant it," a voice encourages, Stan's, Kenny realizes. There's a grunt in reply, which must have been Kyle, and then a soft smacking sound of lips on lips.

"I don't want it to have been a one-time thing," Kyle mumbles back, and Kenny determines they don't know he's awake yet. Another kiss, followed by Kyle's breathy exhale. The sheets move around, and Kenny can feel Stan's hand brush against him as it wraps around Kyle's hip.

"Neither do I. Like I said, I'm sure he meant it. We'll just ask him when he wakes up, okay?"

"I can't believe shitty customer service is what got me two boyfriends in a single night," Kyle chuckles quietly, and they're making out again and Kenny is almost tempted to let them continue their moment just so he could continue eavesdropping on it. He waits a few seconds before slipping a hand around Kyle's waist as well, feeling a little bad for making him flinch as hard as he does, but he's more than happy to spoon up against his side.

"Me neither. Pretty sweet, huh? Still gonna leave a bad review?" he hums, Kyle squawking slightly at being surprised but not protesting. Stan sits up a little bit, rolling slightly onto Kyle's chest to smile at Kenny as well.

"Y-you're awake," Kyle notes with a thick swallow, blushing slightly through his cringe as he voices his clever observation. Kenny smiles, hugs him a little tighter, and kisses the tip of his nose. "How much did you hear?"

"Enough to say yes," Kenny replies smoothly, Kyle and Stan glancing at each other quickly, Kyle looking panicked but Stan smiling pleasantly. Stan gives Kyle another kiss and sits up all the way, thrusting his arms over his head with an enthusiastic grunt.

"Well! I'm gonna go make breakfast then, I guess. We can talk about redoing the sleeping arrangements over food. So," Stan smirks at them, Kenny the next to sit up as Kyle remains laid back amongst the pillows. "What do my boyfriends wanna eat?"

"Bacon?" Kenny winks, Kyle punching his shoulder irritably but in a still somehow playful manner. "Kidding. But I'll take some pancakes or something, if you're down for cooking them."

"Fine by me. Kyle?"

"Pancakes," he seconds, and looks like he immediately regrets agreeing so easily when Stan stands up and heads out towards the hall, his side of the bed empty now. Kenny distracts him with a one-armed hug, laying on his tummy next to Kyle and smiling at him. Kyle looks back, swipes his tongue across his lips, and then sighs. "... thanks."

It's a loaded word with too many meanings for Kenny to worry about teasing apart, and he tucks his chin into the bend of his elbow as he admires Kyle's angular face. "Sure," he replies easily, leaning over and giving Kyle's cheek a kiss. Kyle frowns but slowly the edges turn up into a sheepish little grin, as if he's remembering he doesn't have to shy away from the implications of his feelings anymore. He shuts his eyes and takes a deep breath, lying there in their bed with Kenny at his side.

"This is going to work out, right?" he whispers after a second, Kenny admiring him and giving him just a simple 'mhmm' hum in response. Kyle exhales shakily and nods, and under the blankets Kenny feels his hand slide up over his back. "Good. I don't know what I'd do without you both."

"Probably not have as many rocking orgasms," Kenny teases, and he's glad Kyle glares at him only briefly, the mood not totally ruined.

"Don't keep me out anymore. Got it?" he requests, and it's quiet, and Kenny knows that despite their revelations there's still a pang of betrayal in his voice. He scootches closer to Kyle, wanting to wrap him up in a hug and never let go.

"Consider it gotten," he agrees, Kyle snorting and shaking his head, pushing Kenny off with a grunt.

"Ugh. I still feel sticky. Go help Stan with breakfast, I'm gonna shower."

"Kaaaaaaay," Kenny hums but takes his time getting up, admiring the view of Kyle disappearing into the hallway. Eventually he picks himself up out of bed, the smell of fresh food filling his lungs with its domestic bliss.

Ah yes, moving in together was definitely the best idea he'd ever had, and he couldn't wait to try out all his other plans with his new live-in boyfriends.

* * *

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